APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”OTHER INSTRUCTIONS50. Events of defaulta. The Debenture Trustee at its discretion may, or if so requestedin writing by the holders of not less than 75% in principalamount of the Bonds then outstanding or if so directed by aSpecial Resolution shall (subject to being indemnified and/orsecured by the Bondholders to its satisfaction), give notice toour Company specifying that the Bonds and/or any particularSeries of Bonds, in whole but not in part are and have becomedue and repayable at the early redemption amount on suchdate as may be specified in such notice, among other things, ifany of the events listed in 15.2 below occur.b. The complete list of events of default shall be as specified inthe Debenture Trust Deed.c. The early redemption amount payable on the occurrence of anevent of default shall be as detailed in the Debenture TrustDeed.d. If an event of default occurs which is continuing, the DebentureTrustee may with the consent of the Bondholders, obtainedin accordance with the provisions of the DebentureTrust Deed, and with a prior written notice to our Company,take action in terms of the Debenture Trust Deed.e. In case of default in the redemption of Bonds, in addition tothe payment of interest and all other monies payable hereunderon the respective due dates, our Company shall also payinterest on the defaulted amounts.51. Bondholders’ rights, nomination, etc.a. Rights of BondholdersSome of the significant rights available to the Bondholdersare as follows:(i) The Bonds shall not, except as provided in the Companies Act,confer on Bondholders any rights or privileges available tomembers of our Company including the right to receive noticesor annual reports of, or to attend and/ or vote, at theCompany’s general meeting(s). However, if any resolution affectingthe rights of the Bondholders is to be placed beforethe shareholders, such resolution will first be placed beforethe concerned registered Bondholders for their consideration.In terms of Section 219(2) of the Companies Act, Bondholdersshall be entitled to a copy of the balance sheet on a specificrequest made to the Company.(ii) The rights, privileges and conditions attached to the Bondsmay be varied, modified and/or abrogated with the consent inwriting of the Bondholders of at least three-fourths of theoutstanding amount of the Bonds or with the sanction of aspecial resolution passed at a meeting of the concerned Bondholders.However, in the event that such consent or specialresolution pertains to modify or vary the terms and conditionsgoverning the Bonds, such consent or resolution shall not beoperative against our Company in the event that such consentor resolution is not acceptable to the Company.(iii) The registered Bondholder or in case of joint-holders, theperson whose name stands first in the Register of Bondholdersshall be entitled to vote in respect of such Bonds, either bybeing present in person or, where proxies are permitted, byproxy, at any meeting of the concerned Bondholders summonedfor such purpose and every such Bondholder shall beentitled to one vote on a show of hands and on a poll, his orher voting rights shall be in proportion to the outstandingnominal value of Bonds held by him or her on every resolutionplaced before such meeting of the Bondholders.(iv) Bonds may be rolled over with the consent in writing of theholders of at least three-fourths of the outstanding amount ofthe Bonds or with the sanction of a Special Resolution passedat a meeting of the concerned Bondholders after providing atleast 21 days prior notice for such roll-over and in accordancewith the SEBI Debt Regulations. Our Company shall redeemthe Bonds of all the Bondholders, who have not given theirpositive consent to the roll-over.The above rights of Bondholders are merely indicative. Thefinal rights of the Bondholders will be as per the terms of theShelf Prospectus and the Prospectus Tranche-I and DebentureTrust Deed to be executed by our Company with theDebenture Trustee.Special Resolution for the purpose of this section is a resolutionpassed at a meeting of Bondholders of at least threefourthsof the outstanding amount of the Bonds, present andvoting.b. SuccessionWhere Bonds are held in joint names and one of the jointholders dies, the survivor(s) will be recognized as theBondholder(s) in accordance with the applicable laws. It willbe sufficient for our Company to delete the name of the deceasedBondholder after obtaining satisfactory evidence ofhis death, provided that a third person may call on our Companyto register his name as successor of the deceased Bondholderafter obtaining evidence such as probate of a will forthe purpose of proving his title to the Bonds. In the event ofdemise of the sole or first holder of the Bonds, our Companywill recognize the executors or administrator of the deceasedBondholders, or the holder of the succession certificate orother legal representative as having title to the Bonds only ifsuch executor or administrator obtains and produces probateof will or letter of administration or is the holder of the successioncertificate or other legal representation, as the case maybe, from an appropriate court in India. The Board of Directorsof our Company in their absolute discretion may, in any case,dispense with production of probate of will or letter of administrationor succession certificate or other legal representation.c. Nomination Facility to Bondholder(i) The sole Bondholder or first Bondholder, along with other jointBondholders (being individual(s)) may nominate any one person(being an individual) who, in the event of death of thesole holder or all the joint-holders, as the case may be, shallbecome entitled to the Bond. A person, being a nominee, becomingentitled to the Bond by reason of the death of theBondholders, shall be entitled to the same rights to which hewill be entitled if he were the registered holder of the Bond.Where the nominee is a minor, the Bondholders may make anomination to appoint any person to become entitled to theBond(s), in the event of his death, during the minority. A nominationshall stand rescinded on sale of a Bond by the personnominating. A buyer will be entitled to make a fresh nominationin the manner prescribed. When the Bond is held by twoor more persons, the nominee shall become entitled to receivethe amount only on the demise of all the Bondholders. Freshnominations can be made only in the prescribed form availableon request at our Company’s administrative office or atsuch other addresses as may be notified by our Company.(ii) The Bondholders are advised to provide the specimen signatureof the nominee to our Company to expedite the transmissionof the Bond(s) to the nominee in the event of demise ofthe Bondholders. The signature can be provided in the ApplicationForm or subsequently at the time of making fresh nominations.This facility of providing the specimen signature ofthe nominee is purely optional.HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED27